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Changes in Officers5078CEL CorporationConstruction and Materials

Notice Regarding Changes in Officers

Following the 28 May 2026 Annual General Meeting of Shareholders, the Board of Directors will comprise 10 directors, with Jinnai Mitsunari (陣内 光成), Ito Daisuke (伊藤 大輔) and Nakayama Naomi (中山 尚美) newly joining. Oshima Masafumi (大嶋 正史) and Shiraishi Toru (白石 徹) will retire, while Mori Naomi (森 尚美) will be appointed as an Audit & Supervisory Board Member and Nakajima Makoto (中島 真琴) will retire.

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53Recurring
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How definitive the wording is.

Who is moving to which position

Resolved 17 April 2026

Incoming appointee

4 items
Scheduled Appointment Date28 May 2026 (subject to formal approval at the 35th Annual General Meeting of Shareholders and at the subsequent Board of Directors meeting)
Jinnai Mitsunari (陣内 光成)
Previous positionExecutive officers
New positionDirector Senior Executive Officer
生年月日 8 February 1978入社年 2002
Ito Daisuke (伊藤 大輔)
Previous positionConstruction Department, Construction Division, 旭化成ホームズ株式会社 (current)
New positionDirector (Note 3)
生年月日 19 March 1959入社年 Not disclosed
Nakayama Naomi (中山 尚美)
Previous positionRepresentative Director, 株式会社TMTパートナーズ; Outside Director, CHIYODA CO.,LTD.
New positionDirector (Note 3)
生年月日 8 September 1965入社年 Not disclosed
Mori Naomi (森 尚美)
Previous positionOutside Audit & Supervisory Board Member and other positions at 株式会社ウイズ・ワン
New positionStatutory Auditors
生年月日 12 May 1972入社年 Not disclosed

Departing officer

3 items
Date of departure28 May 2026 (at the time the Annual General Meeting of Shareholders is held)
Oshima Masafumi (大嶋 正史)Next role stated
Former PositionDirectors
New positionRetirement
Shiraishi Toru (白石 徹)Next role stated
Former PositionDirectors
New positionRetirement
Nakajima Makoto (中島 真琴)Next role stated
Former PositionStatutory Auditors
New positionRetirement

“Next role stated” means the document names the position the person holds after stepping down. It does not necessarily mean they are leaving the company.

Whether the incumbent will remain in office (whether they will retain their position)

None will remain on the Board of Directors or the Audit & Supervisory Board

Directors after the change10Number
Filing as an independent officerWatanabe Morio (渡辺衛男), Okuchi Masatoshi (奥地正敏), Ito Daisuke (伊藤 大輔), Nakayama Naomi (中山 尚美), Teraura Yasuko (寺浦康子) and Mori Naomi (森 尚美) have been or are scheduled to be reported as independent officers.
Shareholders’ meeting approvalRequired. The 35th Annual General Meeting of Shareholders is scheduled for 28 May 2026. Proposals for the election of director candidates and Audit & Supervisory Board Member candidates are scheduled to be submitted.
Reasons for appointment

The Company expects Jinnai Mitsunari (陣内 光成) to deliver results in corporate planning and related functions that enhance corporate value, building on his experience in sales., Ito Daisuke (伊藤 大輔)'s broad knowledge and experience in design and product development align with the skills sought by the Company, and he is expected to provide advice essential to the Company's strategy., Nakayama Naomi (中山 尚美) is expected to provide appropriate advice on strategies relating to governance, the development of management personnel and related areas., Mori Naomi (森 尚美) is expected to provide appropriate advice from an expert perspective on finance and accounting.

Independent officers are outside officers registered with the exchange as having no conflict of interest with general shareholders.
Who is moving to which position
ItemDetails
Resolution date17 April 2026
Scheduled Appointment Date28 May 2026 (subject to formal approval at the 35th Annual General Meeting of Shareholders and at the subsequent Board of Directors meeting)
Date of departure28 May 2026 (at the time the Annual General Meeting of Shareholders is held)
Name of appointeeJinnai Mitsunari (陣内 光成), Ito Daisuke (伊藤 大輔), Nakayama Naomi (中山 尚美), Mori Naomi (森 尚美)
Appointee's new positionDirector Senior Executive Officer, Director (Note 3), Director (Note 3), Statutory Auditors
Appointee's previous positionExecutive officers, Construction Department, Construction Division, 旭化成ホームズ株式会社 (current), Representative Director, 株式会社TMTパートナーズ; Outside Director, CHIYODA CO.,LTD., Outside Audit & Supervisory Board Member and other positions at 株式会社ウイズ・ワン
Appointee's date of birth8 February 1978, 19 March 1959, 8 September 1965, 12 May 1972
Year the appointee joined the Company2002, Not disclosed, Not disclosed, Not disclosed
Name of departing officerOshima Masafumi (大嶋 正史), Shiraishi Toru (白石 徹), Nakajima Makoto (中島 真琴)
Former position of departing officerDirectors, Directors, Statutory Auditors
New position of departing officerRetirement, Retirement, Retirement
Whether the incumbent will remain in officeNone will remain on the Board of Directors or the Audit & Supervisory Board
Reasons for appointmentThe Company expects Jinnai Mitsunari (陣内 光成) to deliver results in corporate planning and related functions that enhance corporate value, building on his experience in sales., Ito Daisuke (伊藤 大輔)'s broad knowledge and experience in design and product development align with the skills sought by the Company, and he is expected to provide advice essential to the Company's strategy., Nakayama Naomi (中山 尚美) is expected to provide appropriate advice on strategies relating to governance, the development of management personnel and related areas., Mori Naomi (森 尚美) is expected to provide appropriate advice from an expert perspective on finance and accounting.
Number of directors after the change10 directors (including 4 outside directors)
Filing as an independent officerWatanabe Morio (渡辺衛男), Okuchi Masatoshi (奥地正敏), Ito Daisuke (伊藤 大輔), Nakayama Naomi (中山 尚美), Teraura Yasuko (寺浦康子) and Mori Naomi (森 尚美) have been or are scheduled to be reported as independent officers.
Subject to Approval by the General Meeting of ShareholdersRequired. The 35th Annual General Meeting of Shareholders is scheduled for 28 May 2026. Proposals for the election of director candidates and Audit & Supervisory Board Member candidates are scheduled to be submitted.
Items this document does not state (5)
Number of shares held by the appointeeReason for departureReason for changeDetails of organizational changesChange in Corporate Governance Structure

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company explained that it expects Jinnai Mitsunari (陣内 光成) to deliver results that enhance corporate value through corporate planning and related functions, building on his experience in sales; that Ito Daisuke (伊藤 大輔)'s knowledge and experience in design and product development align with the skills sought by the Company; that it expects Nakayama Naomi (中山 尚美) to provide advice drawing on her knowledge of organizational personnel management, governance and related areas; and that it expects Mori Naomi (森 尚美) to provide expert advice on finance and accounting. No reason for the overall changes in officers was specified.

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Notice Regarding Changes in Officers | CEL Corporation (5078) timely disclosure | Komori